WHEREAS:

(A) By an Aircraft Lease Agreement dated as of October 20, 1995 as amended and supplemented by Letter
 Agreement No. 1 dated as of October 20, 1995, and as further amended and supplemented by an
 Aircraft Lease Extension and Amendment Agreement dated as of October 1, 1999 and an Amendment to
 Letter Agreement No. 1 dated as of October 1, 1999 (as further amended, modified and supplemented
 from time to time, the "Lease"), Lessor leased to Lessee and Lessee took on lease one Boeing
 737-301 aircraft with manufacturer's serial number 23257, together with the engines (each having
 750 or more rated takeoff horsepower) installed thereon, all more fully identified in Schedule 1
 hereto, together with the related parts and equipment (collectively, the "Aircraft") on the terms
 and subject to the conditions contained therein.

(B) Interests in the Aircraft and such engines are affected by the Lease and the other instruments
 identified (together with information respecting their recordation by the FAA under the Federal
 Aviation Act) in Schedule 2 hereto.

(C) Lessor and Lessee wish to enter into this Agreement for the purpose of extending the term of the
 Lease and making certain further amendments to the Lease.

IT IS AGREED as follows:

1. INTERPRETATION

1.1 Definitions: Capitalised terms used herein but not defined shall have the respective meanings
 ascribed to such terms in the Lease. In this Agreement "Extended Lease" means the Lease as
 amended by this Agreement.

1.2 Construction: The provisions of Clause 1.2 (Construction) of the Lease shall apply to this
 Agreement as if the same were set out in full herein.

2. REPRESENTATIONS AND WARRANTIES